Constitution & Bylaws

THE UNIVERSITY OF LOUISVILLE

BLACK FACULTY/STAFF ASSOCIATION

CONSTITUTION AND BYLAWS

Amended September 27, 2023
BFSA Constitution and Bylaws (PDF)


PART I:  CONSTITUTION

 

ARTICLE I: NAME

Section 1: The name of this organization is the University of Louisville (UofL) Black Faculty/Staff Association (BFSA).

 

ARTICLE II: MISSION 

The mission of the BFSA is to promote unity, provide support and build community among Black faculty, staff and students at UofL. Additionally, through advocacy and collaborative efforts, BFSA exists to enhance communication and champion diversity, inclusion, opportunity and social justice—while challenging racism—within the University, with our Black alumni and the broader Black community.

 

ARTICLE III: PURPOSE

Section 1: The purpose of BFSA shall be to:

A. Promote unity, provide support and build community among Black faculty, staff and students.
B. Advocate for diversity, inclusion, opportunity and social justice initiatives to bolster the recruitment, retention, promotion and success of Black faculty, staff and students, both internally and externally.
C. Advance an agenda to address issues and concerns of Black faculty, staff and students.
D. Hold UofL accountable for its diversity and inclusion plan(s).

 

ARTICLE IV: EXECUTIVE COMMITTEE

Section 1: The BFSA Executive Committee shall consist of the following officers: the President, President-Elect/Vice President, Secretary, Treasurer, Parliamentarian/Historian, Media Coordinator, and Program Coordinator. The Standing Committee Chairs, the Immediate Past-President and the Vice Provost Office of Diversity and International Affairs shall serve as non-voting, ex-officio members.

A. The Immediate-Past President and Executive Champion shall serve as non-voting, ex-officio members.
B. The Immediate-Past President will serve at the discretion of the current President and is required to attend all meetings.

 

ARTICLE V: MEMBERSHIP

Section 1: Membership shall consist of Black faculty and staff—employed, retired or alumnus—of UofL and all parties who shall uphold the mission of the association.

A. BFSA constituency shall be divided between two lists:

  1. The membership list for those who have joined the association.
  2. The distribution list for those who want to stay current of BFSA news.

a. Inclusion on the distribution list does not automatically opt recipients onto the membership list.

B. Membership is established by attendance and participation in BFSA general body meetings, programs and/or initiatives of the organization.
C. Graduate and professional students—including graduate assistants (GAs) and graduate teaching assistants (GTAs)—post-docs, House Staff and contract workers cannot be members of BFSA but are permitted to be on the BFSA distribution list.
D. Employees of contracted vendors cannot be members of BFSA but are permitted to be on the BFSA distribution list.
E. Members must abide by the UofL Code of Conduct and Cardinal Principles.


ARTICLE VI: COMMITTEES

Section 1: All Standing Committees shall be established and reconvened by the first General Body meeting of the fall semester.

Section 2: The BFSA Standing Committees

A. EC
B. Faculty Affairs Committee
C. Staff Affairs Committee
D. Student Affairs Committee
E. Communications Committee
F. Credentials and Nomination Committee (a.k.a C&N)
G. Constitution and By-Laws Committee

Section 3: EC Duties and Responsibilities

A. The EC shall be comprised of the officers above and the Standing Committee chairs.
B. The President shall serve as Chair of the EC.
C. The EC shall establish and charge the Standing Committees with their respective duties and responsibilities. Each Standing Committee shall be obliged to carry out its respective duties and responsibilities as designated by the EC. Such activities may include but are not limited to researching issues of concern, making appropriate recommendations for action or providing confirmation. If no urgency exists or immediate action is required, then research findings and/or recommendations of a Standing Committee shall be presented to the EC at least ten (10) days prior to a scheduled meeting. However, should an urgent matter require immediate action, the EC can waive said bylaws as deemed appropriate or necessary.
D. The EC shall establish and charge ad hoc committees as deemed appropriate or necessary to conduct the work of BFSA. An ad hoc committee is understood to be a temporary body established for undertaking projects/initiatives deemed important but outside of the duties and responsibilities of established Standing Committees.
E. The EC shall consult with resource persons, as deemed necessary, to fulfill the mission of BFSA.
F. The EC shall meet at least once prior to scheduled general body meetings.
G. The EC shall meet at the pleasure of the BFSA President or upon request of three of its members.
H. The EC shall have general supervision over the affairs of BFSA, arrange its general body meetings and perform such duties and responsibilities as are specified in this Constitution. Specific supervisory duties include:

  1. Fill all vacancies in any office or committee by majority approval, until the next election; 
  2. Consult with the President on appointees; 
  3. Audit or review the Annual Report of the Treasurer; 
  4. Approve any expenditures made on behalf of BFSA over $500.
  5. Propose, receive or review petitions for amendments to the bylaws;  
  6. Make decisions or recommendations for any other business as appropriate.

I. The EC is subject to the consent and orders of the BFSA membership body and none of its acts shall conflict with actions taken by the BFSA membership body. 

Section 4. Faculty Affairs Committee

A. The Faculty Affairs Committee shall be co-chaired by a representative from the Belknap, Health Sciences Center, or Shelbyhurst campuses.
B. The Co-Chairs of the Faculty Affairs Committee must be full- or part-time faculty, either term or tenure-track, at UofL.
C. Any BFSA faculty member can volunteer to serve and/or be appointed as Co-Chair of the Faculty Affairs Committee, provided there is no electoral challenge.
D. Faculty Affairs Committee Co-Chairs shall inform the EC on their committees’ respective charges, duties and responsibilities.
E. The duties and responsibilities of the Faculty Affairs Committee are to:

  1. Address issues and concerns pertinent to the Black faculty existence and success at UofL.
  2. Fortify Black faculty by offering mentoring, support and assistance that may strengthen teaching, research, service and promotional opportunities.
  3. Advocate for diversity, inclusion, opportunity and social justice initiatives to bolster the recruitment, retention, promotion and success of Black faculty.
  4. Create (ad hoc) subcommittees, as deemed necessary, to address specific issues or concerns for its respective constituencies (i.e., tenure-track faculty and term faculty).

Section 5: Staff Affairs Committee

A. The Staff Affairs Committee shall be co-chaired by a representative from the Belknap, Health Sciences Center, or Shelbyhurst campuses.
B. The Co-Chairs of the Staff Affairs Committee must be full- or part-time staff, either salaried or hourly, at UofL.
C. Any BFSA staff member can volunteer to serve and/or be appointed as Chair of the Staff Affairs Committee, provided there is no electoral challenge.
D. Staff Affairs Committee Co-Chairs shall inform the EC of their committees’ respective charges, duties and responsibilities.
E. The duties and responsibilities of the Staff Affairs Committee are to:

  1. Address issues and concerns pertinent to the Black staff existence and success at UofL.
  2. Fortify Black staff by offering mentoring, support and assistance that may strengthen and advance educational and promotional opportunities. 
  3. Advocate for diversity, inclusion, opportunity and social justice initiatives that shall bolster the recruitment, retention, promotion, and success of Black staff.
  4. Create (ad hoc) subcommittees, as deemed necessary, to address specific issues or concerns for its respective constituencies (i.e., salaried/nonexempt staff and hourly/exempt staff).

Section 6: Student Affairs Committee

A. The Student Affairs Committee shall be co-chaired by a representative from the Belknap, Health Sciences Center, or Shelbyhurst campuses.
B. The Co-Chairs of the Student Affairs Committee must be full- or part-time staff or faculty, either salaried or hourly, at UofL.
C. Any BFSA member can volunteer to serve and/or be appointed as Co-Chair of the Student Affairs Committee, provided there is no electoral challenge.
D. Student Affairs Committee Co-Chairs shall inform the EC on their committees’ respective charges, duties and responsibilities.
E. The duties and responsibilities of the Student Affairs Committee are to:

  1. Advocate for diversity, inclusion, opportunity and social justice initiatives to bolster the recruitment, retention, promotion and success of Black undergraduate and graduate and professional students—including graduate assistants (GAs) and graduate teaching assistants (GTAs)—post-docs, and House Staff—at UofL.
  2. Support all Black students at UofL through collaborative efforts with their respective organizations.
  3. Plan, coordinate, and implement programs that embrace Black students.
  4. This committee may include student representatives from UofL professional and registered student organizations, as deemed appropriate or necessary.

Section 7: Communications Committee

A. Webmaster Coordinator Duties and Responsibilities

 

 

  1. The Webmaster shall be a representative from the Belknap, Health Sciences Center, or Shelbyhurst campuses.

  2. The Webmaster shall:

    • Serve as the webmaster of the BFSA website.
    • Update website contents at least quarterly (e.g., Mordean Taylor-Archer (MTA) Service Award, new EC BFSA member photos, BFSA Bridging the Gap Scholarship Award, etc.).
    • Perform other duties as may be assigned occasionally by the President or other EC designee.

B. Social Media Coordinator Duties and Responsibilities

 

  1. The Social Media Coordinator shall be a representative from the Belknap, Health Sciences Center, or Shelbyhurst campuses.

  2. The Social Media Coordinator shall:
    • Serve as the social media coordinator for BFSA.
    • Attend BFSA events and programming or assign a designee.
    • Maintain all BFSA social media platforms approved by the EC.
    • Take photographs or video special programs and events, to be forwarded to the Historian for archival purposes.
    • Send notifications or communications via social media platforms to publicize BFSA events.
    • Perform other duties as may be assigned occasionally by the President or other EC designee.

Section 8: Credentials & Nomination Committee

A. The Credentials & Nominations Committee shall be chaired by a representative from the Belknap, Health Sciences Center, or Shelbyhurst campuses.
B. The chair of the Credentials & Nominations Committee must be full- or part-time staff or faculty, either salaried or hourly, at UofL.
C. Any BFSA member can volunteer to serve or be appointed as Chair of the Credentials and Nomination Committee, provided there is no electoral challenge.
D. The duties and responsibilities are as follows:

  1. Recruit candidates and run elections for all offices of BFSA.
  2. Solicit and receive nominations for all offices as designated and publicized within a reasonable period before elections are held.
  3. Determine the date, time and manner for holding elections.
  4. Develop and present a slate of candidates to the EC no later than thirty (30) days prior to the end of the spring semester of the election year.
  5. Inform the membership of the date, time and manner when elections shall be held at least fifteen (15) days prior to the elections.

Section 9: Constitution and Bylaws Committee

A. The BFSA Parliamentarian/Historian shall serve as Chair of the Constitution and Bylaws Committee.
B. The BFSA Parliamentarian/Historian shall be a representative from the Belknap, Health Sciences Center, or Shelbyhurst campuses.
C. The BFSA Parliamentarian/Historian must be full- or part-time staff or faculty, either salaried or hourly, at UofL.
D. Any BFSA member can volunteer to serve or be appointed as BFSA Parliamentarian/Historian, provided there is no electoral challenge.
E. The duties and responsibilities of the Constitution and Bylaws Committee are to:

  1. Keep BFSA in compliance with the Constitution and Bylaws.
  2. Interpret, review and recommend revisions to the Constitution and Bylaws as charged or as deemed necessary.
  3. Maintain records and provide reports, as requested, on reviews and recommendations.

ARTICLE VII: MEETINGS

Section 1: General Body

There shall be general body meetings as required.

BFSA standing committee or ad hoc committee meetings shall also be scheduled each academic year, including the summer sessions as deemed necessary.

Section 2: Annual Meeting

The last general body meeting to be held in April shall be known as the Annual Meeting and shall be for the purpose of submitting Annual Reports by the respective committees and installing EC members in addition to conducting other business brought before BFSA.

Section 3: Special Meetings

Special meetings may be called by a) the EC, b) the President or c) with a written request to the EC by at least three (3) members. A written request must be reviewed and approved by the EC before any said special meeting is held.

Section 4: Agenda

The meeting agenda shall be devoted to issues or topics of interest or concern to BFSA. The EC, for the purpose of presentation to the general body, shall receive agenda items in writing at least two weeks prior to a regular meeting. The first order of business of each meeting shall be the presentation of the agenda. Additional items may be added to the agenda at any regular meeting by a majority vote of those present.

Section 5: Quorum

At any general body meeting, a quorum shall consist of ten (10) members of BFSA and must include at least one (1) elected officer. Passage of a motion shall require a simple majority of votes cast by members in attendance. The President or EC designee shall have knowledge of, conduct and convene all meetings of BFSA. In the absence of a quorum, no action shall be approved.

 

ARTICLE VIII: AMENDMENT PROCEDURES

Section 1: This Constitution may be amended at a general body or special meeting by vote of a majority of BFSA members present.

Section 2: The Constitution and Bylaws Committee shall review proposed amendments and repeal recommendations. Then, this committee shall review and make recommendations in writing to all BFSA members prior to the meeting at which the recommendations shall be voted upon.

A. Changes to the Constitution and Bylaws may be proposed by:

  1. The EC.
  2. A majority vote of the members at a general body or special meeting. 

B. The Executive Committee shall permit a minimum of fifteen (15) days to review and discuss the proposed amendment(s). After the EC approves the change(s) to the Constitution and Bylaws, the revisions shall be distributed to all members. Review and voting shall commence at least two (2) weeks after distribution to the membership. 

C. At the discretion of the EC, voting shall take place at the next general body or special meeting called for said purpose or electronically.

D. Amendments shall become effective if approved by the majority of those members casting ballots. If electronic ballots are used, the voting period shall be open a minimum of one (1) week. 

This amended and restated Constitution and Bylaws of the UofL BFSA have been adopted, as approved by the EC and membership pursuant to authority conferred by an act of majority vote, on September 27th, 2023.

 

PART II: BY-LAWS

 

ARTICLE I: ELECTED OFFICERS' DUTIES AND RESPONSIBILITIES

Section 1: The elected officers and standing committee chairs are the voting members of the Executive Committee (EC).

A. The elected officers consists of the following:  

  1. President 
  2. Vice President/President-Elect 
  3. Secretary
  4. Treasurer 
  5. Parliamentarian/Historian 
  6. Membership Coordinator 
  7. Program Coordinator 

B. The elected standing committee chairs shall consist of the following:

  1. Faculty Affairs Chair/Co-Chair
  2. Staff Affairs Chair/Co-Chair
  3. Student Affairs Chair/Co-Chair
  4. Webmaster
  5. Social Media Coordinator
  6. Credentials and Nominations Chair
  7. Fundraising Chair

C. The Immediate-Past President and Executive Champion shall serve as non-voting, ex-officio members.
D. Elected officers shall have only one vote on the EC. In the event of a tie, the President shall cast the tie-breaking vote.
E. Elected officers shall hold only one elected office at a time.
F. If an elected officer is unable to fulfill their term, a special election shall be held.
G. Elected officers shall chair no more than one standing committee at a time.

Section 2: President Duties and Responsibilities

A. Preside over all general body and special meetings.
B. Chair the EC and publicize, represent and supervise the affairs of BFSA.
C. Serve as or designate an ex-officio member of all BFSA committees.
D. Keep the membership fully informed and advised as to the business of BFSA.
E. Appoint chairs of committees, in consultation with the EC, if members do not volunteer or are elected to serve.
F. Organize general body and special meetings in consultation with the EC.
G. Prepare and deliver the Annual Report at the Annual Meeting.
H. With the Treasurer, sign any bonds, contracts, agreements or other documents on behalf of BFSA except in cases where the signing or execution thereof shall be expressly delegated to some other officer or agent.
I. Serve as the UofL BFSA representative/liaison on internal and external community organizations and/or boards.
J. Champion diversity, inclusion, opportunity and social justice—while challenging racism—at the University of Louisville (UofL).
K. Take other actions as requested by the EC that are in the interests of BFSA.

Section 3: President-Elect/Vice President Duties and Responsibilities

A. Serve in the absence of the President as requested.
B. Assume and perform all the duties of the President in case of long-term absence, disability or vacancy in the office.
C. Serve as an advisor to the President on matters related to the organization.
D. Serve as an advisor to all Standing Committees and ad hoc committees at the request of the President.
E. Champion diversity, inclusion, opportunity and social justice—while challenging racism—at UofL.
F. Perform other duties and exercise such other powers as may be assigned occasionally by the President.

Section 4: Secretary Duties and Responsibilities

A. Keep a complete record of all the proceedings of BFSA meetings, including the EC, general body and special committee meetings.
B. Record and distribute the meeting minutes to the membership.
C. Keep digital and/or hard copies of all BFSA documents for digital archival.
D. Send correspondence (electronically) to the membership as deemed necessary or as requested by the President or EC.
E. Compile and distribute the weekly BFSA Newsletter.
F. Schedule meetings and reserve rooms for meetings and events.
G. Champion diversity, inclusion, opportunity and social justice—while challenging racism—at UofL.
H. Perform other duties as may be assigned occasionally by the President or other EC designee. 

Section 5: Treasurer Duties and Responsibilities

A. Maintain current and accurate records of all fiscal matters related to BFSA.
B. Maintain itemized financial records of all allocated funds used to support various committees, programs and events.
C. Report on the financial status of BFSA at EC meetings or, as requested, at general body meetings.
D. Present an “Annual Financial Report” at the Annual Meeting.
E. Champion diversity, inclusion, opportunity and social justice—while challenging racism—at UofL.
F. Perform fiduciary duties as assigned by the President and/or other EC designee.

Section 6: Parliamentarian/Historian Duties and Responsibilities

A. The duties and responsibilities are twofold: 

  1. Serve as the Parliamentarian and Historian. Related duties are to:
    • Ensure that general body and special meetings are conducted according to parliamentary procedure in Robert’s Rules of Order.
    • Decide all questions of order at said meetings.
    • Ensure that the Constitution and Bylaws are properly executed at said meetings; however, the EC can waive said Bylaws, as deemed appropriate or necessary.
    • Chronicle and (digitally) archive all BFSA meeting minutes, documentation, achievements, photographs, programs and events.
    • Chronicle and (digitally) archive racial or other offensive incidents related to Black faculty, staff and students on and off campus that may impact the university community.
    • Serve as the historical recorder of BFSA or related activities that validate and track the progress of the mission to promote unity, provide support and build community among Black faculty, staff and students.
    • Champion diversity, inclusion, opportunity and social justice—while challenging racism—at UofL.
  1. Serve as Chair of the Constitution and Bylaws Committee to facilitate its charge in accordance with Article VI, Committees; Section 9.

B. Perform other duties as may be assigned occasionally by the President and/or other EC designee.

Section 7: Membership Coordinator Duties and Responsibilities

A. Serve as the Membership Coordinator of BFSA.
B. Maintain BFSA membership and distribution lists.
C. Recruit and sustain membership for BFSA. Activities related to this charge are to:

  1. Welcome and contact all new Black faculty and staff, provide information about BFSA and, thereafter, continue outreach efforts.

D. Report on new members at BFSA EC and general body meetings.
E. Purchase and keep an inventory of swag items (e.g., journals, goodie bags, etc.).
F. Market BFSA as a UofL Employee Resource Group (ERG) on campus and in the local community upon request.
G. Champion diversity, inclusion, opportunity and social justice—while challenging racism—at UofL.
H. Perform fiduciary duties as assigned by the President and/or other EC designee.

Section 8: Program Coordinator Duties and Responsibilities

A. Plan and organize social activities, programs and events that serve to:

  1. Promote unity, provide support and build community among Black faculty, staff and students at UofL.
  2. Collaborate with other groups/organizations on or off campus to co-sponsor social activities, programs and events to bolster the recruitment, retention, promotion and success of Black faculty, staff and students, both internally and externally.
  3. Communicate with other groups/organizations on or off campus to recruit volunteers for social activities, programs and events held by BFSA.

B. Champion diversity, inclusion, opportunity and social justice—while challenging racism—at UofL.
C. Perform other duties as may be assigned occasionally by the President or EC designee.

Section 9: Ex-Officio Roles

The following positions are non-voting, ex-officio positions on the EC: Immediate-Past President and Executive Champion. The Immediate-Past President and Executive Champion shall serve as Advisors to the EC to help to maintain the continuity of BFSA and to ensure the responsible, seamless transition of new officer(s).

A. Immediate-Past President Duties and Responsibilities

  1. Hold a transition meeting after term expires with the incoming president and VP/president elect.
  2. Serve in an advisory role to the current president and EC, as requested.
  3. Champion diversity, inclusion, opportunity and social justice—while challenging racism—at UofL.
  4. Perform other duties as may be assigned occasionally by the President or EC designee.

B. Executive Champion Duties and Responsibilities

  1. Serve as a champion of the association.
  2. Give strategic direction to align with the University’s overall strategy.
  3. Help to identify measurable success criteria that support goals.
  4. Provide advice and counsel to guide the group’s development.
  5. Connect to a broad network of relationships.
  6. Serve as a liaison to the EC.
  7. Actively help to identify and overcome obstacles and resistance within the association.
  8. Support the association through communication and visibility.
  9. When necessary, help identify resources to support the association’ goals, including financial needs.
  10. Champion diversity, inclusion, opportunity and social justice—while challenging racism—at UofL.

 

ARTICLE II: ELECTIONS AND VOTING

Section 1: Elections

BFSA elections shall be the responsibility of the Credentials and Nomination Committee who shall hold BFSA EC elections every two years on the even years. Elections must occur and conclude before the date of the last general body meeting of the spring semester (Annual Meeting). Only BFSA members—those on the membership list—can run for election to the EC.

Section 2: Voting

Members—those on the membership list—will have voting rights (e.g., officer elections, constitution and bylaws amendments, etc.) but those who are only on the distribution list will not have voting rights. Each member shall have the right to cast one vote on the slate of candidates by secret ballot. No voter proxy shall be allowed.

 

ARTICLE III: EXPIRATION OF TERM

Section 1: Term of Office

EC officers and standing committee chairs shall hold offices for the period of two (2) years or until their respective successors have been elected. Elected officers, who serve in good standing at the pleasure of the BFSA membership, may stand for reelection.

Section 2: Relinquishing Records

EC officers and committee chairs shall submit all official BFSA documents or records—including meeting minutes, correspondence, purchased materials/supplies, passcodes to digital media/archives—to the President or Secretary immediately or within thirty (30) calendar days of vacating a position due to expiration, termination or resignation of office.

Section 3: New Officers Transition Meeting

A transitional meeting shall be convened within thirty (30) days of the new term of the EC following the induction of new officers’ proceedings, where the BFSA policies and procedures are discussed and shared among new and departing officers.


Article IV: FAILURE TO EXECUTE DUTIES

Section 1: Removal for Cause or Resignation

A. EC officers and committee chairs/members must abide by the UofL Code of Conduct and Cardinal Principles.

B. EC officers and committee chairs/members may be removed from office at any time for nonfeasance, malfeasance or conduct detrimental to the interests of BFSA, for lack of sympathy with its objectives, or for refusal to render reasonable assistance in carrying out BFSA’s mission and purpose as prescribed in the Constitution and Bylaws.

C. EC officers and committee chairs/members desiring to resign from their position shall submit a resignation in writing to the EC. The EC shall fill vacancies for unexpired terms.

 

ARTICLE V: ROBERT'S RULES OF ORDER

Section 1: Conducting Meetings

Robert’s Rules of Order shall be used as the procedural guide for conducting general body and special meetings and may be suspended by the President or EC as deemed appropriate or necessary. The decision to temporarily suspend Robert’s Rules of Order shall be accomplished by the majority vote of the participating members.